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Non-Professional Services Agreement between 01/16/2025 City of San Leandro and ParkMobile, LLC Page 2 of 14 submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Contractor shall not bill City for duplicate services performed by more than one person. Contractor and City acknowledge and agree that compensation paid by City to Contractor under this Agreement is based upon Contractor’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation r equired under this Agreement. 2.1 Merchant of Record. The parties designate Contractor as the merchant of record. City appoints Contractor as its agent for the limited purpose of receiving, holding, and settling payments made by ParkMobile Users (as defined in Exhibit A) to City in connection with the Services (as defined in Exhibit A) and for no other purpose. City acknowledges and agrees that receipt of payment from ParkMobile Users in connection with the Services by Contractor shall be deemed the same as receipt by City itself. City reserves the right to reclaim merchant of record designation upon written notice to Contractor. 2.2 Disbursement of Fees. On or before the 15th day of each month, Contractor will disburse to City all parking fees Contractor received during the preceding month from ParkMobile Users on behalf of City as a direct result of this Agreement, less any amounts owed to Contractor, including City fees owed to Contractor outlined in Exhibit B . 2.3 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed the amounts shown on the compensation schedu le attached hereto as Exhibit B, incorporated herein by this reference. 2.5 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B, and shall not exceed $0. Expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Docusign Envelope ID: 6423E261-A28E-4FC2-BFD8-12CA98036230